SHAREHOLDER
AGREEMENT dated as of February 14 , 2007 (this
“ Agreement ”), by and between Equifax Inc., a
Georgia corporation (“ Parent ”), and William W.
Canfield (“ Shareholder ”).
WHEREAS ,
Parent, Chipper Corporation, a Missouri corporation and a wholly
owned subsidiary of Parent (“ Merger Sub ”), and
TALX Corporation, a Missouri corporation (the “
Company ”), propose to enter into an Agreement and
Plan of Merger dated as of the date hereof (as the same may be
amended or supplemented, the “ Merger Agreement;
” terms used but not defined herein shall have the meanings
set forth in the Merger Agreement) providing for the merger of the
Company with and into Merger Sub (the “ Merger
”), upon the terms and subject to the conditions set forth in
the Merger Agreement;
WHEREAS ,
Shareholder owns the number of shares of capital stock of the
Company set forth on Schedule A hereto (such shares of
capital stock of the Company being referred to herein as
Shareholder’s “ Original Shares ;” the
Original Shares, together with any other shares of capital stock of
the Company or other voting securities of the Company acquired by
Shareholder after the date hereof and during the term of this
Agreement (including through the exercise of any warrants, stock
options or similar instruments), being collectively referred to
herein as Shareholder’s “ Subject Shares
”); and
WHEREAS ,
as a condition to its willingness to enter into the Merger
Agreement, Parent has required that Shareholder enter into this
Agreement.
NOW,
THEREFORE , in consideration of the foregoing the
representations, warranties, covenants and agreements set forth
herein and in the Merger Agreement, the parties hereto, intending
to be legally bound, agree as follows:
1.
Representations and Warranties of Shareholder . Shareholder
hereby represents and warrants to Parent as of the date hereof as
follows:
(a)
Execution and Delivery; Enforceability . This Agreement has
been duly executed and delivered by Shareholder and, assuming the
due authorization, execution and delivery by Parent, constitutes a
valid and binding obligation of Shareholder, enforceable against
Shareholder in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar Laws of general applicability relating to or affecting
creditors’ rights and to general equity principles. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby and compliance by Shareholder
with the provisions hereof do not and will not conflict with, or
result in any violation or breach of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right
of, or result in, termination, cancellation or acceleration of any
obligation or to loss of a material benefit under, or result in the
creation of any Lien in or upon any of the properties or assets of
Shareholder under, or give rise to any increased, additional,
accelerated or guaranteed rights or entitlements under, any
provision of (i) any Contract to which Shareholder is a party
or any of the properties or assets of Shareholder is subject or
(ii) subject to the governmental filings and other matters
referred to in the following sentence, any (A) statute, law,
ordinance, rule or regulation or (B) any judgment, order or decree,
in each case, applicable to Shareholder or his properties or
assets, other than any such conflicts, violations, breaches,
defaults, rights, losses,
Liens or
entitlements that individually or in the aggregate would not
reasonably be expected to impair in any material respect the
ability of Shareholder to perform his obligations under this
Agreement or prevent or materially impede, interfere with, hinder
or delay the consummation of any of the transactions contemplated
by this Agreement. No consent, approval, order or authorization of,
or registration, declaration or filing with, any Governmental
Entity is required by or with respect to Shareholder in connection
with the execution and delivery of this Agreement by Shareholder,
the consummation by Shareholder of the transactions contemplated by
this Agreement or the compliance by Shareholder with the provisions
of this Agreement, except for (1) filings under the HSR Act
and any other applicable competition, merger control, antitrust or
similar law, (2) filings with the SEC of such reports under the
Exchange Act as may be required in connection with this Agreement
and the transactions contemplated hereby and (3) such other
consents, approvals, orders, authorizations, registrations,
declarations and filings the failure of which to be obtained or
made individually or in the aggregate would not reasonably be
expected to impair in any material respect the ability of
Shareholder to perform his obligations under this Agreement or
prevent or materially impede, interfere with, hinder or delay the
consummation of any of the transactions contemplated by this
Agreement.
(b)
Ownership of Shares . Shareholder is the record and
beneficial owner of, or is trustee of a trust that is the record
holder of, and whose beneficiaries are the beneficial owners of,
and has good and marketable title to, Shareholder’s Original
Shares, free and clear of any Liens. Other than as set forth on
Schedule A hereto, Shareholder does not own (of record
or beneficially) any shares of capital stock of the Company or any
options, warrants, rights or other similar instruments to acquire
any capital stock or other voting securities of the Company.
Shareholder has the sole right to vote and Transfer (as defined in
Section 3(c) ) Shareholder’s Original Shares, and
none of such Original Shares is subject to any voting trust or
other agreement, arrangement or restriction with respect to the
voting or the Transfer of such Original Shares that would in any
way limit the ability of Shareholder to perform his obligations
under this Agreement.
2.
Representations and Warranties of Parent . Parent hereby
represents and warrants to Shareholder as follows: Parent has the
requisite corporate power and authority to execute and deliver this
Agreement, to consummate the transactions contemplated by this
Agreement and to comply with the provisions of this Agreement. The
execution and delivery of this Agreement by Parent, the
consummation by Parent of the transactions contemplated by this
Agreement and the compliance by Parent with the provisions of this
Agreement have been duly authorized by all necessary corporate
action on the part of Parent and no other corporate proceedings on
the part of Parent are necessary to authorize this Agreement or to
consummate the transactions contemplated by this Agreement. This
Agreement has been duly executed and delivered by Parent and,
assuming the execution and delivery by Shareholder, constitutes a
valid and binding obligation of Parent, enforceable against Parent
in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar Laws of
general applicability relating to or affecting creditors’
rights and to general equity principles. The execution and delivery
of this Agreement and the consummation of the transactions
contemplated by this Agreement and compliance by Parent with the
provisions of this Agreement do not and will not conflict with, or
result in any violation or breach of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right
of, or result in, termination, cancellation or acceleration of any
obligation or to loss of a material benefit under,
2
or result in
the creation of any Lien in or upon any of the properties or assets
of Parent under, or give rise to any increased, additional,
accelerated or guaranteed rights or entitlements under, any
provision of (i) the Articles of Incorporation or Bylaws of
Parent, (ii) any Contract to which Parent is a party or any of
its properties or assets is subject or (iii) subject to the
governmental filings and other matters referred to in the following
sentence, any (A) statute, law, ordinance, rule or regulation
or (B) any judgment, order or decree, in each case, applicable
to Parent or its properties or assets, other than, in the case of
clauses (ii) and (iii), any such conflicts, violations,
breaches, defaults, rights, losses, Liens or entitlements that
individually or in the aggregate would not reasonably be expected
to impair in any material respect the ability of Parent to perform
its obligations under this Agreement or prevent or materially
impede, interfere with, hinder or delay the consummation of any of
the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration
or filing with, any Governmental Entity is required by or with
respect to Parent in connection with the execution and delivery of
this Agreement by Parent, the consummation by Parent of the
transactions contemplated by this Agreement or the compliance by
Parent with the provisions of this Agreement, except for
(1) filings under the HSR Act and any other applicable
competition, merger control, antitrust or similar law,
(2) filings with the SEC of such reports under the Exchange
Act as may be required in connection with this Agreement and the
transactions contemplated hereby and (3) such other consents,
approvals, orders, authorizations, registrations, declarations and
filings the failure of which to be obtained or made individually or
in the aggregate would not reasonably be expected to impair in any
material respect the ability of Parent to perform its obligations
under this Agreement or prevent or materially impede, interfere
with, hinder or delay the consummation of any of the transactions
contemplated by this Agreement.
3.
Covenants of Shareholder . Shareholder agrees as
follows:
(a) At
any meeting of the shareholders of the Company called to vote upon
the Merger Agreement, the Merger or any of the other transactions
contemplated by the Merger Agreement, or at any adjournment
thereof, or in any other circumstances upon which a vote, consent,
adoption or other approval (including by written consent
solicitation) with respect to the Merger Agreement, the Merger or
any of the other transactions contemplated by the Merger Agreement
is sought, Share
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